In Pirates of the Caribbean: At World’s End, Jack Sparrow (Johnny Depp), voyaging back from the Land of the Dead, or Davy Jones’ Gym Sock, or whatever the hell the place is called, studies a puzzle map with interlocking circles, which he spins around until they spell a hidden message: ”Up Is Down.” From that one coded signal, Jack realizes that he must plunge the ship he’s sailing into the sea and come out the other side. That’s a nifty trick. And, in general, Up Is Down seems a good motto for a Pirates sequel, which needs every last bit of topsy-turvy spirit.

That spirit is there, early on, in a kiddie head-trip sequence where Jack, still stuck in his undead limbo, hallucinates multiple versions of himself, which he happily kills off. He then thinks that he’s seeing — or maybe is seeing — rocks that turn into crabs, which carry his ship across the desert. (Hey, I don’t write this stuff, I just review it.) A bit later, the movie features an elaborately well-staged Mexican standoff, which ends with a monkey holding a gun. And there is also a meeting of the world’s pirate lords (they’ve gathered to fight back against the British), which suggests a Hell’s Angels convention with yellower teeth. When Keith Richards, as Jack’s matey of a father, finally shows up, for roughly two minutes, brandishing a face that’s like melted Silly Putty, he makes Davy Jones, with his squishy tentacled mug, look like a Neutrogena spokesmodel.

Yet along with all of this sprightly nonsense, there is far too much lugubrious nonsense. At World’s End is so frantic and dissociated that it barely pretends to make sense. The Pirates films, with their merry storm-tossed slapstick, their retro serial corniness, are a bit like the Indiana Jones films, only broader, sloppier, and longer. They make you feel like you’re at a Disney theme restaurant with too many enthusiastic waiters. That quality, fun yet exhausting, is exacerbated by the tendency of third-part sequels to feature more conflicts and problems than the previous two installments combined.

It must be that the director, Gore Verbinski, and the screenwriters, Ted Elliott and Terry Rossio, are overcompensating. Just about every character in At World’s End comes with his or her own agenda, and the movie grows top-heavy as we attempt to keep track of who’s trying to accomplish what. Will Turner (Orlando Bloom) is out to free his barnacled father (Stellan Skarsgard); Elizabeth Swann (Keira Knightley) wants to avenge the death of her father (Jonathan Pryce); Tia Dalma (Naomie Harris), with her mondo-zombie accent (”Dare’s an eevil undah da sea…”), wants to free the ocean goddess inside her; the heartless squid-face Davy Jones (Bill Nighy) wants, for a moment at least, to rediscover his soft side; the happy raider Barbossa (Geoffrey Rush) wants to reassert the freewheeling age of pirates; and good old Jack just wants to booze and sail. After At World’s End, you’ll know how he feels. The movie is two hours and 47 minutes of debts, curses, shape-shifts, and betrayals, most of which leave us baffled because they don’t pay off.

The worst news, to me (and maybe I’m in the minority), is that the film returns to the heavy-spirited whimsy of The Curse of the Black Pearl. The follow-up, Dead Man’s Chest, was an anomaly of a sequel, in that the entire film took its tone from Johnny Depp’s arch, sozzled deviltry. It was a true tall tale, with cheeky duels out of a ’30s Paramount comedy, that terrific sea monster, and that demented chase on the giant wheel (which was like Buster Keaton restaged by Spielberg). It had a tossed-in-the-air fruitcake quality that worked for audiences like an escape from the escapism of summer movies. At World’s End lacks that fizzy charm. It’s dutiful rather than buoyant.

Depp still clowns like a pickled vamp, using his here-slurry, there-speeded-up delivery to suggest that Jack is a lot smarter than he lets on (or even realizes himself). Yet he holds no more surprise for us. If there’s an actor who provides At World’s End with a shot of humanity, it’s Bill Nighy. He uses his fiery theatrical rhythms to give Davy Jones a wonderful seething fervor, and I wish the film had played up his poison-love backstory. Instead, we’re stuck with a late-in-the-game revival of the Orlando Bloom-Keira Knightley ”chemistry,” and it’s an embarrassment, an admission that this old-fashioned yarn needs romance yet, in effect, has none. Knightley’s Elizabeth becomes a pirate captain this time. You know a franchise has run its course when it has a buccaneer heroine who looks as if she’d hate to get her face smudged. C

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